UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549
 FORM
8-K
CURRENT REPORT

Pursuant to
Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)  August 7, 2014



NVE Corporation

(Exact name of registrant as specified in its charter)


 



Minnesota
000-12196

41-1424202


(State
or other jurisdiction of incorporation)
(Commission File Number) 
(IRS Employer Identification No.)







11409 Valley View Road, Eden Prairie,
Minnesota
55344


(Address
of principal executive offices)
(Zip Code)


 Registrant’s telephone
number, including area code (952) 829-9217


                                                                                                                                

(Former name or former address, if changed since last report.)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)


[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))


[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






 Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



     As noted in Item 5.07 of this Current Report on
Form 8-K, at our 2014 Annual Meeting of Shareholders (the “Annual Meeting”)
of NVE Corporation (the “Company”) held on August 7, 2014, our shareholders
elected each of our five director nominees: Terrence W. Glarner, Daniel A.
Baker, Patricia M. Hollister, Richard W. Kramp, and Gary R. Maharaj
as directors to serve until the next Annual Meeting of Shareholders. As reported
in the Current Report on Form 8-K we filed May 7, 2014, James D. Hartman
and Robert H. Irish each had decided not stand for reelection as directors.
Each of their terms as directors expired at the Annual Meeting.





Item 5.07. Submission of Matters to a Vote of Security Holders.



     The Annual Meeting was held to: (1) elect five
directors to serve until the next Annual Meeting of Shareholders; (2) advisory
approval of named executive officer compensation; and (3) ratify the selection
of Grant Thornton LLP as our independent registered public accounting
firm for the fiscal year ending March 31, 2015.



     Proxies for the meeting were solicited pursuant
to Section 14(a) of the Exchange Act. All
of our directors, including the outgoing and newly-elected directors, attended
the meeting. There were 4,851,043 shares of
common stock entitled to vote with a majority represented at the meeting. The
Board of Directors recommended a vote for each of the director nominees, and for
Proposals 2 and 3. There was no solicitation in opposition.



     Final voting results were as follows:






 
Number
of Shares


Voted
For


Withheld


  Abstain  


1. 
Elect five
directors:
   




     Terrence W.
Glarner

2,820,564



866,781



- 



      Daniel A.
Baker

3,637,362



49,983



- 



     Patricia M.
Hollister

2,856,575



830,770



- 



     Richard
W. Kramp

3,673,225



14,120



- 



     Gary
R. Maharaj

3,672,525



14,820



- 



 


Voted
For


Voted
Against


Abstain


2.
Advisory
approval of named executive officer compensation.


3,657,029



18,047



13,409



 


Voted For


Voted
Against


Abstain


3.
Ratify
the selection of Grant Thornton LLP as our independent registered public
accounting firm for the fiscal year ending March 31, 2015.


4,408,317



15,303



7,015


 

     Based on the results, each director nominee was elected, named executive officer compensation was approved, and the
selection of our independent registered public accounting firm was ratified.





2




SIGNATURE

 

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 


Date  August 8, 2014

NVE CORPORATION

(Registrant)



 /s/ CURT A. REYNDERS

Curt A. Reynders

Chief Financial Officer and Secretary

 
 
 
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